Laurence Morse
WEBSTER FINANCIALAbout Laurence C. Morse
Laurence C. Morse, age 73, has served as a director of Webster Financial Corporation since 2004 and is independent under NYSE rules . He is Managing Partner of Fairview Capital Partners, LLC, bringing over 30 years of investment management experience and capital markets expertise to Webster’s board . Morse chairs the Compensation and Human Resources Committee and serves on the Nominating & Corporate Governance Committee and Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute of International Education | Director | — | Governance oversight |
| Princeton University Investment Company | Director | — | Investment oversight |
| Princeton University | Trustee | — | University governance |
| National Association of Investment Companies | Director and Chairman | — | Industry leadership |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Fairview Capital Partners, LLC | Managing Partner | Firm established 1994; current | Oversees venture capital funds, including vehicles investing in minority-controlled companies |
| Harris Associates Investment Trust (Oakmark Funds) | Trustee | Since 2013 | Board oversight of mutual fund complex |
| Howard University | Chair, Board of Trustees | Current | Board leadership |
Board Governance
- Committee assignments: Chair, Compensation & Human Resources; Member, Nominating & Corporate Governance; Member, Executive Committee .
- Independence: Board determined all directors except the CEO are independent; independent directors comprise 100% of all committees, including those on which Morse serves .
- Attendance: All directors up for re-election attended at least 95% of Board and applicable committee meetings in 2024; Board held nine meetings; Compensation & HR Committee held five meetings .
- Director overboarding policy: Limit of four public company boards (including Webster) to ensure adequate time and avoid conflicts .
- Executive sessions: Independent directors met in executive sessions at every regularly scheduled Board meeting, led by the Lead Independent Director .
- Alignment policies: Stock ownership guidelines require directors to hold 5x annual cash retainer ($475,000 for 2024–2025) and prohibit hedging and pledging; annual equity grant to non-employee directors supports alignment .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees (Cash) | $121,250 | Board/committee retainers |
| Stock Awards | $113,804 | Grant date fair value under ASC 718 |
| All Other Compensation | $4,154 | Dividends on unvested restricted stock |
| Total | $239,208 | Sum of above |
Director fee framework (2024):
- Board retainer: $95,000 (cash); annual equity award: $115,000 (shares based on 10-day average price) .
- Chair retainers: Audit $35,000; Risk $30,000; Compensation & HR $20,000; Nominating & Corporate Governance $20,000; Technology $20,000; Lead Independent Director $45,000 .
- Committee member retainers: Audit $15,000; Risk $12,500; Compensation & HR $10,000; Nominating & Corporate Governance $10,000; Technology $10,000 .
- Shareholder-approved cap: ≤$500,000 equity value per non-employee director per calendar year .
Performance Compensation
| Equity Element | Grant details | Vesting/Holding | Notes |
|---|---|---|---|
| Restricted Stock | 2,499 shares granted Apr 24, 2024; $45.54/share FMV; aggregate grant date fair value $113,804 | Vests after one year; 2-year post-vesting holding period | Applies to each non-employee director, including Morse |
| Options | None | — | Webster does not issue option awards to directors |
Other Directorships & Interlocks
- Compensation committee interlocks: None in 2024; no insider participation; Morse chaired the Compensation & HR Committee alongside independent members Atwell, Haas, Pettie, and Whiston .
- Related-party transactions: Webster discloses policies and annual reviews; routine insider lending occurs on market terms; no Morse-specific related-party transactions disclosed .
Expertise & Qualifications
- Over 30 years in investment management; co-founded/manages an investment firm, adding deep capital markets and financial services expertise .
- Skilled in rigorous risk assessment of managers/strategies/technologies and regulated industry leadership .
Equity Ownership
| Holder | Shares | Ownership % | Notes |
|---|---|---|---|
| Laurence C. Morse (total beneficial) | 23,020 | <1% of 168,301,119 shares outstanding | As of April 1, 2025 |
| Indirect – Laurence C. Morse Revocable Trust | 18,808 | — | Included in total beneficial |
| Direct (calculated: total minus trust) | 4,212 | — | Derived from disclosed totals |
| Pledged shares | None | — | None of such shares are pledged |
Stock ownership guidelines: Must hold Webster shares equal to 5x cash retainer ($475,000 for 2024–2025); directors not meeting thresholds must retain vested long-term incentives until compliant .
Governance Assessment
- Strengths: Independent status; chairing the Compensation & HR Committee; strong attendance and committee engagement; robust anti-hedging/anti-pledging and stock ownership guidelines; use of independent compensation consultant (CAP) and an appropriately sized peer group (16 banks; Webster assets $74.0B vs peer median $68.2B); 2024 say‑on‑pay support at ~98%, signaling investor endorsement of pay practices .
- Watch items: The Compensation & HR Committee approved a discretionary upward adjustment (+20 points) to the corporate incentive score, resulting in 95% of target funding despite plan underperformance (75% score); while justified by strong peer-relative performance and liquidity improvements, discretionary boosts warrant ongoing monitoring for pay‑for‑performance integrity .
- Tenure/refreshment: Morse’s long tenure (since 2004; age 73) provides continuity but approaches the board’s age policy (no renomination after age 75), balancing institutional knowledge with refreshment objectives .